在人們越來越相信法律的社會中，合同的用途越來越廣泛，它也是實現專業化合作的紐帶。那麼我們擬定合同的時候需要注意什麼問題呢？下面是小編整理的英文合同5篇，歡迎大家分享。
編 號(No.) ：_____________
簽約地點(Signed at) ：________
日 期(Date) ：_____________
賣方(Seller) ：________________________
地址(Address) ：_______________________
電話(Tel) ：__________傳真(Fax) ：__________
電子郵箱(E-mail) ：_____________________
買方(Buyer) ： ______________________
地址(Address) ： ______________________
電話(Tel) ：：_________傳真(Fax) ：_____________
電子郵箱(E-mail) ： ______________________
買賣雙方經商量同意按下列條款成交：
The undersigned Seller and Buyer have agreed to close the following transactions according to the terms and conditions set forth as below：
1. 貨物名稱、規格和質量 (Name， Specifications and Quality of Commodity)：
2. 數量(Quantity)：
3. 單價及價格條款 (Unit Price and Terms of Delivery) ：：
(除非另有規定，“FOB”、“CFR”和“ CIF”均應依照國際商會制定的《20xx年國際貿易術語解釋通則》(INCOTERMS 20xx)辦理。)
The terms FOB，CFR，or CIF shall be subject to the International Rules for the Interpretation of Trade Terms (INCOTERMS 20xx) provided by International Chamber of Commerce (ICC) unless otherwise stipulated herein.)
4. 總價 (Total Amount)：
5. 允許溢短裝(More or Less)： ___%.
6. 裝運期限(Time of Shipment)：
收到可以轉船及分批裝運之信用證___天內裝運。
Within _____ days after receipt of L/C allowing transhipment and partial shipment.
7. 付款條件(Terms of Payment)：
買方須於____ 前將保兌的、不可撤銷的、可轉讓的、可分割的即期付款信用證開到賣方，該信用證的有效期延至裝運期後_____天在中國到期，並必 須註明允許分批裝運和轉船。
By Confirmed， Irrevocable， Transferable and Divisible L/C to be available by sight draft to reach the Seller before ______ and to remain valid for negotiation in China until ______after the Time of Shipment. The L/C must specify that transshipment and partial shipments are allowed.
買方未在規定的時間內開出信用證，賣方有權發出通知取消這個合同，或接受 買方對這個合同未執行的全部或部份，或對因此遭受的損失提出索賠。
The Buyer shall establish a Letter of Credit before the above-stipulated time， failing which， the Seller shall have the right to rescind this Contract upon the arrival of the notice at Buyer or to accept whole or part of this Contract non fulfilled by the Buyer， or to lodge a claim for the direct losses sustained， if any.
8. 包裝(Packing)：
9. 保險(Insurance)：
按發票金額的___%投保_____險，由____負責投保。
Covering _____ Risks for______110% of Invoice Value to be effected by the ____________.
10. 品質/數量異議 (Quality/Quantity discrepancy)：
如買方提出索賠，凡屬品質異議須於貨到目的口岸之日起30天內提出，凡屬數量異議
須於貨到目的口岸之日起15天內提出，對所裝貨物所提任何異議於保險公司、輪船公司、其他有關運輸機構或郵遞機構所負責者，賣方不負任何責任。
In case of quality discrepancy， claim should be filed by the Buyer within 30 days after the arrival of the goods at port of destination， while for quantity discrepancy， claim should be filed by the Buyer within 15 days after the arrival of the goods at port of destination. It is understood that the Seller shall not be liable for any discrepancy of the goods shipped due to causes for which the Insurance Company， Shipping Company， other Transportation Organization /or Post Office are liable.
11. 由於發生人力不可抗拒的原因，致使本合約不能履行，部分或全部商品 延誤交貨，賣方概不負責。這個合同所指的不可抗力系指不可干預、不能避免且不 能克服的客觀情況。 The Seller shall not be held responsible for failure or delay in delivery of the entire lot or a portion of the goods under this Sales Contract in consequence of any Force Majeure incidents which might occur. Force Majeure as referred to in this contract means unforeseeable， unavoidable and insurmountable objective conditions.
12. 仲裁(Arbitration)：
因凡這個合同引起的或與這個合同有關的任何爭議，如果商量不能解決，應提交中國國際經濟貿易仲裁委員會深圳分會。按照申請仲裁時該會當時施行的仲裁 規則進行仲裁。仲裁裁決是終局的，對雙方均有約束力。
Any dispute arising from or in connection with the Sales Contract shall be settled through friendly negotiation. In case no settlement can be reached， the dispute shall then be submitted to China International Economic and Trade Arbitration Commission (CIETAC) ，Shenzhen Commission for arbitration in accordance with its rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.
13. 通知(Notices)：
所有通知用___文寫成，並按照如下地址用傳真/電子郵件/快件送達給各方。地址有變更，一方應在變更後___日內書面通知另一方。
All notice shall be written in _____ and served to both parties by fax/e-mail /courier according to the following addresses. If any changes of the addresses occur， one party shall inform the other party of the change of address within ____ days after the change.
14. 這個合同爲中英文兩種文本，兩種文本具有同等效力。這個合同一式 _____ 份。自雙方簽字之日起生效。
This Contract is executed in two counterparts each in Chinese and English， each of which shall be deemed equally authentic. This Contract is in _____ copies effective since being signed/sealed by both parties.
The Seller： The Buyer
賣方簽字(蓋章)： 買方簽字(蓋章)：
甲方(委託方)：
乙方(被委託方)：
簽訂地點：
簽訂日期：
兩方經平等協商一致簽訂本合同，以確認各方權利與義務並共同遵守，商務諮詢費合同範本。
一、甲方委託乙方服務事項
甲方因融資 萬元事宜，委託乙方就融資方式、對象選擇、操作辦法、風險防範措施等事宜，委託乙方提供諮詢服務。
二、乙方服務內容
1、幫助甲方聯繫或者尋找適合甲方融資需求的對象;2、對甲方擬進行的融資方案進行可行性論證;3、幫助或者代理甲方與潛在的.融資對象進行初步的商業談判或者協商;4、根據融資意向兩方的具體情況，爲甲方擬定融資參考方案;5、幫助或者指導甲方準備融資方案執行過程中所需的基本資料。
三、諮詢服務費
就乙方提供的諮詢服務，甲方向乙方支付的報酬爲：甲方按實際取得融資額的 %向乙方支付服務費。服務費在融資通過審批並取得前一次性向乙方支付。
四、乙方服務期限
乙方收取甲方按本合同約定支付的服務費後，爲甲方提供的服務至以下條件之一出現時止：
⑴ 甲方與合作對方實現成功合作，即甲方與合作對方主要合作合同簽訂;⑵ 甲方以書面形式通知乙方放棄融資計劃;⑶ 甲方已經實際失去融資條件;⑷ 甲方三次以上放棄與乙方聯繫的客戶進行實質性談判，合同範本《商務諮詢費合同範本》。
五、保密
爲履行本合同，甲方向乙方提供的融資信息、關於主體與資信情況的信息，經甲方特別明示爲保密信息的，乙方應承擔保密責任，未經甲方書面許可不得擅自向第三人提供或者泄露，但爲履行本合同所必需的除外。
六、風險承擔
1、乙方爲履行本合同向甲方提供的所有信息、資料、方案與措施等均供甲方參考，對甲方使用後可能產生的風險不承擔任何責任。2、乙方對幫助或者指導甲方所取得的合作對方的調查資料的真實性，對合作對象資信狀況與承擔責任的能力不作任何保證。3、乙方對所提供諮詢服務是否能使甲方實現擬融資目的不作任何保證，甲方支付費用後，不得以任何理由要求乙方全部或者部分返還。4、對甲方與合作對方之間的合作合同的履行，乙方不承擔任何責任。
七、違約責任
1、甲方逾期支付費用的，乙方有權在收到費用前暫停履行本合同約定義務。2、甲方逾期支付服務費的，應按逾期支付金額每日千分之二向乙方支付違約金。3、乙方收到甲方費用後拒不提供本合同約定服務的，應全額退還甲方已支付服務費。
八、爭議解決方式
因履行本合同發生爭議兩方不能協商解決時，任何一方認爲需通過訴訟方式解決的，由乙方所在地人民法院管轄。
十、其他
1、對本合同的修改需以書面方式進行，並且簽名代表人及印章應與本合同簽名與印章相符。2、本合同一式貳份，兩方可執一份具有同等法律效力。3、本合同經兩方簽章生效。
本合同簽訂於 年 月 日
甲方：
代表人：
日期：
乙方：
代表人：
日期：
The buyer: the seller: ____________ ____________
Address: Address: ____________ ____________
Tel: ____________ Tel: ____________
Fax: Fax: ____________ ____________
Contact: Contact: ____________ ____________
The sale of the friendly negotiation of both parties, the buyer seller commissioned processing production ________ mould Co ______ set. The two sides reached the following processing agreement
Basic mould of die:
Product name serial number part name point number (mold type) mold single price (RMB yuan) delivery condition
Total price: (including 17% VAT)
The above set of mould material: _____________________
(the above mold materials are provided by the seller).
I. The rights and responsibilities of the two parties:
Buyer's responsibility and rights are as follows:
1. the buyer is responsible for the delivery of the R & D requirements and plans of the seller's project, and provides the sales forecast as far as possible.
2. the buyer is responsible for the delivery of the product design drawings and other related technical information required by the seller to the seller and the technical support.
3., the buyer has the sole right to interpret the product design drawings and related technical data delivered to the seller. When there is ambiguity, the Seller shall consult the buyer's opinion and confirm it by the buyer.
4. after the seller completes the design and manufacture of the mould, the buyer will go to the seller's site to verify the mold, or to provide the product sample to the buyer for confirmation and confirmation by the seller. The moulds referred to in this contract include the mould of the product itself and the fixture and mould needed for the subsequent production.
The rights and responsibilities of the seller are as follows:
1. the seller is responsible for the design and manufacture of the moulds according to the product design drawings and other related technical information provided by the buyer.
Be responsible for completing the mold according to the buyer's design requirements in accordance with the stipulations of the contract.
2. the Seller shall be responsible for providing timely certification and sample test, trial production of desired products. At the same time the seller must provide the details of the related products.
The detailed test report is for the buyer's confirmation. In case of repair / modification, the test report is also attached at the same time.
The buyer does not bear any responsibility.
1.5 the Seller shall give the buyer the corresponding compensation in the form of the buyer's approval as the seller causes the buyer to spend the labor and cost outside the normal technical support as a result of the seller's cause.
2. the progress of the model:
2.1 the seller after the receipt of the buyer after the confirmation of product drawing, which began to enter the mold design and production stage, open cycle for ________ days
2.2 due to buyer's cause the delay of mold making progress is not calculated.
2.3 if the seller's mold making process and other mistakes lead to the failure of the mold to be accepted and the buyer is in urgent need of production.
At the same time, the production should be arranged with the existing mold, and the die should be reopened according to the requirements of the drawings and samples.
3. mode of payment:
Party B agrees that Party A will pay the payment as follows.
3.1 separate settlement: Monthly knot, 60 days after the opening of the ticket, open 17% VAT invoices.
3.1.1 of the total amount of the contract manufacturing batch mould (including VAT) for RMB _________ yuan (RMB ________ yuan), the buyer to pay the total amount of _____% mold, mold ___% residual cost allocation in the first 50K products, if the number of orders less than 50K, the buyer shall supply the seller after the unamortized tooling cost.
3.1.2 from the two sides after the signing of the contract, the seller to provide value-added tax invoices (mold total ____%), the buyer within twenty working days of payment.
4. product order: only after the quality acceptance of the product sample is qualified and the buyer's written confirmation, the seller may accept the order of the third party authorized by the buyer or the buyer. The order contract signed by third parties authorized by the buyer with the buyer's seller is subject to this contract.
Four, product quality assurance
After the seller has completed the mold, the Seller agrees to guarantee the quality of the product in accordance with the buyer's quality standard (the first confirmation report).
The buyer reserves the right to modify the content of the quality standard in accordance with the actual needs.
Five. The ownership of the mold
1. the ownership of all moulds and clamping fixtures and their assembly drawings and parts drawings (including 2D and 3D) involved in the contract shall be owned by the buyer, and the Seller shall not interfere with the buyer's disposition of the molds. If the seller is responsible for the custody of the seller, the Seller shall not supply the mould to the third party without the buyer's consent, otherwise the buyer shall have the right to ask the seller to return the mold fee and compensate for the loss.
2. when the buyer pays the mold cost, the seller must cooperate with the buyer or the third party designated by the buyer to transfer the inspection and accept the replacement of the die from the seller's place, and will replace the worn parts at the expense of itself, so as to ensure the restart of production. The seller is obliged to assemble, rust and pack the moulds and send it to the place designated by the buyer. All mold assembly drawings and part drawings (including 2D and 3D) and all clamping devices must be transferred to the buyer at the same time.
3., during the process of mold transfer, such as the improper assembly, rust prevention or packaging of the seller, it will cause damage to the mold, and all direct and indirect losses arising therefrom shall be borne by the seller.
Six, mold maintenance
1., the Seller guarantees the service life of the mould 500 thousand times, and the seller is responsible for free maintenance during this period. If the mold is not used during the service life, the Seller shall be responsible for changing or re opening the mold and taking the corresponding cost.
2. the seller should die changes, maintenance and repairs in a timely manner and register, whether such a modification, maintenance and repair are
The buyer made it. If the buyer is to ask the relevant technical details or evidence, the buyer may register with the time without notice. The Seller shall give the buyer a copy of the record once every three months. The seller should take the initiative to complete this task on a regular basis without the buyer's request.
Six. Intellectual property rights
The product and the buyer 1. involved in this contract to provide design drawings and other information in the intellectual property is owned by the buyer, the buyer without permission, the Seller shall not disclose to any company or individual, otherwise all the losses resulting from the seller; the buyer only agreed to all data and information provided by the seller by the buyer the purpose of this contract based on the,
2. the Seller agrees to the design drawings will not be provided by the buyer and other data or information for the purpose of non contract other than the seller or the buyer has the right to pursue responsibility; without written permission from the buyer, the Seller shall not in publications, advertising or other written and oral form to the seller to provide or have provided any data and information.
3., without the buyer's license, it is strictly prohibited for the seller to use this mould to supply other customers other than the buyer or the buyer's designated customer, otherwise all direct and indirect losses arising from it shall be the seller's responsibility.
4. other undisclosed matters of confidentiality are carried out in accordance with the "confidentiality agreement" signed by the buyer and the seller.
Seven. Liability for breach of contract
1. the Seller shall be liable for breach of contract if the seller fails to complete the mold making and sample delivery according to the progress of each stage specified in the 2.1. The Seller shall pay the buyer a fine of 2% of the total amount of this contract at a time of one day of delay. The amount of the penalty is not more than the total amount of the contract.
2., if the seller's cause causes the seller's quality to be supplied to the buyer can't meet the buyer's requirements, and the other materials will be lost and scrapped during the assembly process, the seller will fully compensate for the loss and scrap materials and the resulting artificial / stop line costs. The two parties may sign separately the raw material for production.
3. the quality and progress of the product provided to the buyer by the seller for the seller's cause can not reach the buyer.
Place)
3. when the mold is certified by the buyer, the seller is responsible for the seal of the mold. If the buyer agrees that the seller is responsible for the subsequent processing and production of the products, the Seller shall be responsible for the repair and maintenance of the moulds, and the Seller shall make the batch production according to the order of the third party authorized by the buyer or the buyer.
4. for all the molds produced by the buyer, the Seller shall provide the buyer with detailed design drawings. All drawings must be made in AutoCAD or pro-eng (pro-el2) and must be transmitted to the buyer in electronic form before the mold opening for approval.
Two. Technical terms:
1. repair and maintenance of the mold: the seller is responsible for the repair and maintenance of the mold during the production process.
2., after no dispute between the two sides, the buyer will provide the product design drawings and related technical information to the seller, and send the engineer to the seller's technical exchange or the seller send the engineer to the buyer for technical communication. The product drawings and technical requirements list is attached to Annex 1.
3. the seller promised to use the quality requirements of the mold for the system to produce products to the buyer
4. the seller promised to use the mold for the system to produce the product can reach the seller's delivery capacity:
Nissan energy: _______k, monthly capacity: ______k
5. the seller promises that all the moulds involved in this contract can be reached to 400 thousand times.
6., without the buyer's permission, it is strictly prohibited for the seller to contract the whole part of the contract involved in the contract to other companies for processing. Otherwise, the Seller shall be liable for breach of contract in accordance with the breach clause of the contract as a breach of contract.
Three. The terms of business:
1. mold price:
1.1 after negotiation between the two parties, the seller will provide the final offer of the mould approved by the buyer and sign the price confirmation as an indispensable part of the contract.
The total amount of 1.2 contract (including VAT mold ____%) rmb_______.
1.3 the total cost of the price of the mold contains the following expenses, and the Seller shall not ask the buyer for the following reasons:
1.3.1 the cost of all the fixtures and tools required by the seller for the molding / two processing / assembly of the product;
1.3.2 the seller, according to the contract, carries out the cost of material, equipment and manpower for mould design, test mould.
1.3.3 the cost of the sample (800 sets) provided by the seller to the buyer for the certification of the mold and product;
1.3.4 the seller is the cost of the die vulnerable spare parts to ensure the normal production of the mold;
1.3.5 the cost of the related tools and tools for other processes that are prepared for the normal production of the product.
1.4 when the written request of the buyer the seller according to the change of the product design for the mould modification, if the mould modification is relatively simple, including less mold material changes and other simple changes from the mold, the seller to the buyer without charges; if the modification is complex, great influence on the whole structure of the mold, then the seller according to the modified working hours for mold to the buyer by the buyer offer, the corresponding mold modification cost. The buyer shall not bear any responsibility for the repair or modification of the mold due to the seller's reason, due to the failure of the mold to meet the buyer's requirements.
1.5 by the seller to the buyer's manual and cost technical support from the normal cost, the Seller shall give the buyer recognized the way the corresponding compensation.
2. the progress of the model:
2.1 after the seller has received the product drawing file after the buyer's confirmation, that is,
The cost of artificial / stop line formation. The two parties may sign separately the raw material for production.
3. if the seller has caused the seller to the buyer of the product quality and schedule is not up to the requirements of the buyer, the buyer and customer missed the best time to market, or the buyer was forced to cancel the project, so that the buyer and its customers suffer serious losses and loss of material research, in addition to the seller to refund all previous the buyer to pay the purchase price, depending on the actual situation of the seller also bear the buyer direct and indirect economic losses.
4., if the seller is unable to resist force, including the war, fire, strike, and other force majeure caused by Chinese law, the buyer will allow the buyer to dismiss it. The Seller shall notify the buyer in written form within 24 hours after the occurrence of the force majeure, and the seller is obliged to take all necessary measures to deliver the goods as soon as possible. If the force majeure continues for more than 2 weeks, the buyer has the right to cancel this contract.
5. other unfinished matters: implemented in accordance with the economic contract law.
Eight. Dispute settlement
Any dispute arising from the execution of this contract shall be settled through friendly negotiation first. If no negotiation can be reached within 30 days, either party can submit the dispute to the municipal court.
The parties to this contract shall be strictly enforced. If one party fails to perform the contract in the cause of the contract, the party must ask for the consent of the other party two weeks in advance, and the contract shall be terminated.
The buyer: the seller: ____________ ____________
Representative: Representative: ___________ ____________
編號： No：
日期： Date ：
簽約地點： Signed at：
賣方：Sellers：
地址：Address： 郵政編碼：Postal Code：
電話：Tel： 傳真：Fax：
買方：Buyers：
地址：Address： 郵政編碼：Postal Code：
電話：Tel： 傳真：Fax：
買賣雙方同意按下列條款由賣方出售，買方購進下列貨物：
The sellers agrees to sell and the buyer agrees to buy the undermentioned goods on the terms and conditions stated below：
1 貨號 Article No.
2 品名及規格 Description&Specification
3 數量 Quantity
4 單價 Unit Price
5 總值：
數量及總值均有_____%的增減，由賣方決定。
Total Amount
With _____% more or less both in amount and quantity allowed at the sellers option.
6 生產國和製造廠家 Country of Origin and Manufacturer
7 包裝： Packing：
8 嘜頭： Shipping Marks：
9 裝運期限：Time of Shipment：
10 裝運口岸：Port of Loading：
11 目的口岸：Port of Destination：
12 保險：由賣方按發票全額110%投保至_____爲止的_____險。
Insurance：To be effected by buyers for 110% of full invoice value covering _____ up to _____ only.
13 付款條件：
買方須於_____年_____月_____日將保兌的，不可撤銷的，可轉讓可分割的即期信用證開到賣方。 信用證議付有效期延至上列裝運期後15天在中國到期，該信用證中必須註明允許分運及轉運。
Payment：
By confirmed， irrevocable， transferable and divisible L/C to be available by sight draft to reach the sellers before ___/___/_____ and to remain valid for ingotiation in China until 15 days after the aforesaid time of shipment. Tje L/C must specify that transhipment and partial shipments are allowed.
14 單據：Documents：
15 裝運條件：Terms of Shipment：
16 品質與數量、重量的異義與索賠：Quality/Quantity Discrepancy and Claim：
17 人力不可抗拒因素：
由於水災、火災、地震、乾旱、戰爭或協議一方無法預見、控制、避免和克服的其他事件導致不能或暫時不能全部或部分履行本協議，該方不負責任。但是，受不可抗力事件影響的一方須儘快將發生的事件通知另一方，並在不可抗力事件發生15天內將有關機構出具的不可抗力事件的證明寄交對方。
Force Majeure：
Either party shall not be held responsible for failure or delay to perform all or any part of this agreement due to flood， fire， earthquake， draught， war or any other events which could not be predicted， controlled， avoided or overcome by the relative party. However， the party affected by the event of Force Majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter send a certificate of the event issued by the relevant authorities to the other party within 15 days after its occurrence.
18 仲裁：
在履行協議過程中，如產生爭議，雙方應友好協商解決。若通過友好協商未能達成協議，則提交中國國際貿易促進委員會對外貿易仲裁委員會，根據該會仲裁程序暫行規定進行仲裁。該委員會決定是終局的，對雙方均有約束力。仲裁費用，除另有規定外，由敗訴一方負擔。
Arbitration
All disputes arising from the execution of this agreement shall be settled through friendly consultations. In case no settlement can be reached， the case in dispute shall then be submitted to the Foreign Trad Arbitration Commission of the China Council for the Promotion of International Trade for Arbitration in accordance with its Provisional Rules of Procedure. The decesion made by this commission shall be regarded as final and binding upon both parties. Arbitration fees shall be borne by the losing party， unless otherwise awarded.
19 備註：Remark：
賣方：Sellers： 買方：Buyers：
簽字：Signature： 簽字：Signature：
銷售合同ＳＡＬＥＳ ＣＯＮＴＲＡＣＴ
日期： 合同號碼：
Date： Contract No.：
買 方： （The Buyers） 賣方： （The Sellers）
茲經買賣雙方同意按照以下條款由買方購進，賣方售出以下商品：
This contract is made by and between the Buyers and the Sellers; whereby the Buyers agree to buy and the Sellers agree to sell the under-mentioned goods subject to the terms and conditions as stipulated hereinafter：
（1） 商品名稱：
Name of Commodity：
（2） 數 量：
Quantity：
（3） 單 價：
Unit price：
（4） 總 值：
Total Value：
（5） 包 裝：
Packing：
（6） 生產國別：
Country of Origin ：
（7） 支付條款：
Terms of Payment：
（8） 保 險：
insurance：
（9） 裝運期限：
Time of Shipment：
（10） 起 運 港：
Port of Lading：
（11） 目 的 港：
Port of Destination：
（12）索賠：在貨到目的口岸45天內如發現貨物品質，規格和數量與合同不附，除屬保險公司或船方 責任外，買方有權憑中國商檢出具的檢驗證書或有關文件向賣方索賠換貨或賠款。
Claims：
Within 45 days after the arrival of the goods at the destination， should the quality， Specifications or quantity be found not in conformity with the stipulations of the contract except those claims for which the insurance company or the owners of the vessel are liable， the Buyers shall， have the right on the strength of the inspection certificate issued by the C.C.I.C and the relative documents to claim for compensation to the Sellers
（13）不可抗力：由於人力不可抗力的原由發生在製造，裝載或運輸的過程中導致賣方延期交貨或不 能交貨者，賣方可免除責任，在不可抗力發生後，賣方須立即電告買方及在14天內以 空郵方式向買方提供事故發生的證明文件，在上述情況下，賣方仍須負責採取措施盡 快發貨。
Force Majeure ：
The sellers shall not be held responsible for the delay in shipment or non-deli-very of the goods due to Force Majeure， which might occur during the process of manufacturing or in the course of loading or transit. The sellers shall advise the Buyers immediately of the occurrence mentioned above the within fourteen days there after 。 the Sellers shall send by airmail to the Buyers for their acceptancea certificate of the accident. Under such circumstances the Sellers， however， are still under the obligation to take all necessary measures to hasten the deliveryof the goods.
（14）仲裁：凡有關執行合同所發生的一切爭議應通過友好協商解決，如協商不能解決，則將分歧提 交中國國際貿易促進委員會按有關仲裁程序進行仲裁，仲裁將是終局的，雙方均受其約束，仲裁費用由敗訴方承擔。
Arbitration ：
All disputes in connection with the execution of this Contract shall be settled friendly through negotiation. in case no settlement can be reached， the case then may be submitted for arbitration to the Arbitration Commission of the China Council for the Promotion of International Trade in accordance with the Provisional Rules of Procedure promulgated by the said Arbitration Commission 。 the Arbitration committee shall be final and binding upon both parties. and the Arbitration fee shall be borne by the losing parties.
買方： 賣方：
-------------------- ---------------------
（授權簽字） （授權簽字）
COMPENSATION TRADE CONTRACT
Contract No.： __________
Date of Signing： _________
Place of Signing： _______
The two Parties：
Party A： ________________________________
Address： ________________________________
Tel：_________________Fax： _______________
E-mail： _________________________________
Party B： ________________________________
Address： _______________________________
Tel：_________________Fax： ________________
E-mail：_________________________________
WITNESSETH
Whereas Party B has machines and equipment, which are now used in Party B's manufacturing of _______, and is willing to sell to Party A the machines and equipment； and
Whereas Party B agrees to buy the products, _______, made by Party A using the machines and equipment Party B supplies, in compensation for the price of the machines and equipment, and
Whereas Party A agrees to purchase from Party B the machines and equipment, and
Whereas Party A agrees to sell to Party B the products, _______, in compensation of the price of Party B's machines and equipment； Now therefore, in consideration of the premises and covenants described hereinafter, Party A and Party B agree a follows：
ARTICLE 1 TRANSACTIONS
A） Party B agrees to provide Party A with _________ machines to be used in production, their auxiliary machinery, accessories and spare parts and a variety of measuring and testing instruments required in the process of production. The details of the models, names, specifications,quantity, prices, packing, delivery , etc. thereof shall be specified in an additional equipment-import agreement to be concluded by and between both parties which shall serve as an component part hereof.
B） The total value of the machines, auxiliary equipment, etc. supplied by part B shall be paid off by Party A with part of the manufactures made therewith and/or other goods, or with（designate name）products made in （Name of the plant）if both parties agree. The specific name（s）, quantity, price, delivery, etc. of the goods granted as the make-up payment shall be decided in an additional compensation goods-supply agreement made by the parties which shall serve as a component part hereof. The equipment-import agreement and compensation-goods-supply agreement aforesaid may be merged as one called sales agreement on compensation trade（See appendix）.
ARTICLE 2 PAYMENT
Both parties agree to open letters of credit in favor of each other, i.e. Party A will open, at regular intervals, long term letters of credit in favor of Party B to pay by installments the total cost of the machines and auxiliary equipment provided by Party B； whereas Party B will open sight letters of credit in favor of Party A to pay the products to be delivered by Party A. Party A shall pay for the total cost of the machines and auxiliary equipment with the money remitted by Party B as reimbursement for the products to be delivered by Party A. In case the sum to be paid by Party B fails to cover the value of the long-term letters of credit opened by Party A, the difference shall be made up by Party B by paying that much to Party A in advance, before the long-term letters of credit are due, to enable Party A to reimburse on time the long-term letters of credit it opens. The payment of the long-term letters of credit opened by Party A is based on Party B's opening a sight letter of credit under the provisions and on its paying the advance required herein. Thus, Party B warrants, guarantees and covenants that it will open the letters of credit and pay the advance as provided herein.
ARTICLE 3 REIMBURSEMENT
Party A shall reimburse Party B for all the machines and auxiliary equipment supplied by Party B by delivering goods to Party B on a monthly basis and the reimbursement will last for___ year（s） and ____months（s）. The reimbursement shall start approximately ____month（s） after the first delivery of the machines and, in principle, the money to be reimbursed per month shall be ______percent of the total amount due for the machines. With a ______month（s） notice to Party B, Party A may reimburse Party B in advance.
Within the reimbursement period, Party B shall, under the provisions of the additional sales agreement aforesaid, open, sight, irrevocable, divisible and assignable letters of credit, covering the full amount, in favor of Party A.
ARTICLE 4 STANDARD MONEY AND PRICE STANDARD
The standard money for this transaction is （Name of currency）. All the machinery, auxiliary equipment and measuring and testing instruments , etc. provided by Party B shall be valued with （Name of currency）, while the goods provided by Party A to Party B as reimbursement shall be valued with the basis price （Name of currency） of the same goods exported by Party A at the time when this agreement is entered into, and the total price （Name of currency） shall be changed into that of （Name of currency） in accordance with the exchange rate then.
ARTICLE 5 INTREREST
Party A shall pay the interest on its long-term letters of credit and the interest on the cash in advance rendered by Party B. The annual interest rate is agreed upon at_____%.
ARTICLE 6 TECHNICAL SERVICE
The machinery, after arrival at its destination, shall be installed by Party A, Party B shall dispatch its technicians to render spot instructions and other necessary technical assistance during the installation of the main machines, as may be requested by Party A in case of necessity, Party B shall be liable for the losses resulted in such a course of installation from technical default on its part.
ARTICLE 7 ADDITIONAL EQUIPMENT
During the enforcement of this agreement, if it is found necessary that, in addition to the machinery and equipment listed herein, some new accessories or measuring and testing instruments are needed for completion of the project, （an） additional order（s） may be made through negotiation by the parties. The new items thus added shall be incorporated in agreement.
ARTICLE 8 INSURANCE
The machinery and auxiliary equipment, after shipment, shall be insured by Party B. The title thereof shall be transferred into Party B after full payment therefore is made by Party B, thereafter, the unforeseeable losses concerning the machinery and auxiliary equipment shall be indemnified for first by the Insurance Company to Party B, then Party B shall remit for Party A,in proportion, the sum already paid by Party A for the machinery or equipment involved in the contingency.
ARTICLE 9 LIABILITY FOR BREACH OF AGREEMENT
Party B shall , if it fails to comply with this agreement to make purchase of the goods delivered by Party A as reimbursement, or Party A shall, if it fails to comply with this agreement to deliver the goods it is due to provide, be deemed liable for a breach of agreement and shall compensate the non-breaching Party for the loss caused thereupon and shall pay the non-breaching Party a fine accounting for % of the total value of the goods in question.
ARTICLE 10 PERFORMANCE GUARANTEE
To guarantee the implementation of this agreement, each party shall submit to the other party a letter of guarantee issued by its bank respectively. The guaranteeing bank of Party A is ______ Bank, ______, while the guaranteeing bank of Party B is ______Bank, ______.
ARTICLE 11 AMENDMNET
The modification of this agreement in particular cases shall be agreed upon by both parties through negotiations.
ARTICLE 12 Force Majeure
In case that one or both parties are impossible to perform the duties provided herein on account of force majeure, the party （or parties） in contingency shall inform the other party （or each other） of the case immediately and may, provided the case is duly verified by the competent authorities, delay in performance of or not perform the relevant duties hereunder the be partially or entirely exempted from the liability for breach of this agreement.
ARTICLE 13 ARBITRATION
Any dispute arising from or in connection with this Contract shall be submitted to China International Economic and Trade Arbitration Commission,Shenzhen Commission for arbitration which shall be conducted in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties and the applicable law is the material law of P.R.C.
Notwithstanding any reference to arbitration, both Parties shall continue to perform their respective obligations under the Contract unless otherwise agreed.
ARTICLE LANGUAGE AND EFFECTIVE DATE
There are two originals hereof made respectively in Chinese and ______, both of which are of the same effect.
This agreement shall come into effect on the date when both parties set their hands hereunto and remain effective for_____ years. Upon its expiration, the parties may, if they choose, extend the term hereof for _____years or execute a new cooperation agreement, provided they apply to and approved by the Authority agencies concerned.
Party A Party B
Representative of___ Representative of____
（Authorized Signature）___ （Authorized Signature）
